UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 40412C101

1.

Name of Reporting Person
Hercules Holding II, LLC

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
128,918,383

6.

Shared Voting Power
-0-

7.

Sole Dispositive Power
128,918,383

8.

Shared Dispositive Power
-0-

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
128,918,383

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
28.8%*

12.

Type of Reporting Person (See Instructions)
OO

CUSIP No. 40412C101

Item 1.

(a)

Name of Issuer:
HCA Holdings, Inc.

(b)

Address of Issuer’s Principal Executive Offices:
One Park Plaza
Nashville, Tennessee 37203

Item 2.

(a)

Name of Person Filing:
Hercules Holding II, LLC

(b)

Address of Principal Business Office, or, if none, Residence:
c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street, Suite 4200
New York, NY 10019

(c)

Citizenship:
See Item 4 of cover page.

(d)

Title of Class of Securities:
Common stock, $0.01 par value per share

(e)

CUSIP Number:
40412C101

Item 3.

Not applicable.

CUSIP No. 40412C101

Item 4.

Ownership.

(a)

Amount beneficially owned:   

Hercules Holding II, LLC held 128,918,383 Shares as of December 31, 2013, or 28.8%, of the common stock of the Issuer based on 447,838,000 shares of voting common stock outstanding as of October 31, 2013 as reported in HCA Holdings, Inc.’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013 for the period ended September 30, 2013. The units of Hercules Holding II, LLC are held by a private investor group, including affiliates of each of Bain Capital Investors, LLC and Kohlberg Kravis Roberts & Co. L.P. and affiliates of Dr. Thomas F. Frist, Jr. the founder of the Issuer, all of whom are parties to the limited liability company agreement of Hercules Holding II, LLC.

Each member of the investment group and its affiliates may be deemed to be a member of a group exercising voting and investment control over the Shares held by Hercules Holding II, LLC. However, each such person disclaims membership in any such group and disclaims beneficial ownership of such Shares. Affiliates of each of Bain Capital Investors, LLC and Kohlberg Kravis Roberts & Co. L.P. have the right under a stockholders’ agreement among the Issuer, Hercules Holding II, LLC, and the investment group to nominate one director of the Issuer, and affiliates of Dr. Thomas F. Frist, Jr. collectively have the right to nominate up to two directors of the Issuer.

(b)

Percent of class:   

See Item 11 of the cover page, and Item 4(a) above.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

See Item 5 of the cover page.

(ii)

Shared power to vote or to direct the vote    

See Item 6 of the cover page.

(iii)

Sole power to dispose or to direct the disposition of   

See Item 7 of the cover page.

(iv)

Shared power to dispose or to direct the disposition of   

See Item 8 of the cover page.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Affiliates of each of Bain Capital Investors, LLC and Kohlberg Kravis Roberts & Co. L.P. and affiliates of Dr. Thomas F. Frist, Jr. may be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares pursuant to the limited liability company agreement of Hercules Holding II, LLC. See Item 4 above and Item 8 below.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

As stated in Item 4 above, Hercules Holding II, LLC held 128,918,383 shares as of December 31, 2013, or 28.8%, of the Shares of the Issuer. Hercules Holding II, LLC is held by a private investor group, including affiliates of each of Bain Capital Investors, LLC and Kohlberg Kravis Roberts & Co. L.P. and by affiliates of Dr. Thomas F. Frist, Jr., the founder of the Issuer. Each such person may be deemed to be a member of a group exercising voting and investment control over the Shares held by Hercules Holding II, LLC. However, each such person disclaims membership in any such group and disclaims beneficial ownership of the Shares reported on this Schedule 13G. The table below sets forth the persons that may be deemed to be a member of such group, based solely on information received from such persons:

Affiliates of Bain Capital Investors, LLC

Affiliates of Kohlberg Kravis
Roberts & Co. L.P.

Affiliates of Dr. Thomas F. Frist, Jr.

BCIP TCV, LLC

KKR Millennium Fund L.P.

Dr. Thomas F. Frist, Jr.

Bain Capital Integral Investors 2006, LLC

KKR Associates Millennium L.P.

Thomas F. Frist III

Bain Capital Hercules Investors, LLC

KKR Millennium GP LLC

Patricia C. Frist

KKR 2006 Fund L.P.

Patricia F. Elcan

KKR Associates 2006 L.P.

William R. Frist

KKR 2006 GP LLC

OPERF Co-Investment L.L.C.

KKR PEI Investments, L.P.

KKR PEI Associates, L.P.

KKR PEI GP Limited

KKR Partners III, L.P.

KKR III GP L.L.C.

8 North America Investor L.P.

KKR Associates 8 NA L.P.

KKR 8 NA Limited

KKR Fund Holdings L.P.

KKR Fund Holdings GP Limited

KKR Group Holdings L.P.

KKR Group Limited

KKR & Co. L.P.

KKR Management LLC

Henry R. Kravis

George R. Roberts

Each such person has separately complied with its Schedule 13G reporting obligations with respect to the Issuer.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

Not applicable.

CUSIP No. 40412C101

HERCULES HOLDING II, LLC

By:

/s/ Christopher Gordon

Name: Christopher Gordon

Title: President